7th UPDATE, Monday, 2:43 PM:Teenage Mutant Ninja Turtles came out of their shells to send the The Expendables 3 cast packing to a rest home this weekend. Expendables 3 dropped slightly on Sunday to end the weekend with an anemic $15.8M, the lowest opening for the franchise and a No. 4 slot, even behind the poorly reviewed buddy comedy Let’s Be Cops. Fox’s R-rated comedy brought in around $17.8M for the three-day weekend (and $26M for the five-day). It was a lackluster weekend overall for the newcomers. Even The Giver (TWC), based on the popular YA novel, underperformed with $12.3M. The highlight was that Turtles, with a 57% second weekend drop, still took the No. 1 spot with $28.5M for Paramount. Guardians Of The Galaxy in its third weekend out was right behind with $25.1M.

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Meanwhile, Warner Bros.’ disaster pic Into The Storm dropped 55% in its sophomore outing to raise its domestic cume to $31.5M. And the nice surprise for the weekend was the stellar hold for The Hundred-Foot Journey which only was down 35% to dish out $7.1M for the three-day. Its cume to date is $23.6M. Step Up All In was down 59% on its second time on the stage. No legs.

Next weekend brings in another franchise sequel with Frank Miller’s Sin City: A Dame To Kill For, based on Miller’s graphic novel. The title is coming back into theaters after an 11-year long hiatus. The last Sin City one bowed in 2005 and opened to $29.1M. This one is not expected to open that high as tracking has it opening $18M to $20M for the three-day. Two other newcomers also go wide this coming weekend: When The Game Stands Tall — which stars Jim Caviezel and Laura Dern in the — from Sony based on a true story about a winning high school football team. This one looks likely to take in around the low teens. Also, bowing this weekend is another YA hopeful, If I Stay starring Chole Grace Moretz (Carrie, Kick-Ass 1 and 2) about a woman who goes through a near-death experience. The Warner Bros. pic will likely open to mid-to-high teens as the summer continues to wind down. The Top 20 Chart follows:

6th UPDATE, Sunday 7:51 AM: The action heroes of the 1990s were beaten badly this weekend by comic book turtles and a raccoon.The Expendables 3stumbled into the No. 4 spot with a mere $16.2M debut weekend while Teenage Mutant Ninja Turtles, the franchise reinvigorated at Paramount, and Disney/Marvel’s Guardians of the Galaxy(whose Rocket Raccoon character is a scene-stealer) carried the weekend. With a hefty $90M to $100M budget, the Millennium/LionsgateExpendables franchise is truly in jeopardy in the U.S. market with its hopes pinning on the home entertainment market and international markets. It’s down a whopping 43% from the Expendables 2 opening in 2012 and down 53.5% from the original Expendables opening weekend in 2010.

It will be interesting to see how strong the property will be overseas this time out where the majority of its illegal downloads occurred. The last installment of Expendables received roughly 72% of its gross from international markets.

Year to date, the box office is down 5.2% but — thanks to Guardians and Turtles, the August box office is up 14%. That takes the summer deficit down to the minus 15% range. (hey, it was over 20% a few weeks back).

Teenage Mutant Ninja Turtles grabbed the No. 1 crown again in its second weekend with an expected $28M+ gross (down about 58% which was a better than expected hold). Both Turtles and Guardians (with a $23.5M to $25M take in its third weekend) were able to take advantage of the 73% kids still in the marketplace. Turtles ran past the $100M mark this weekend and Guardians easily shot past the $200M mark. In another watershed moment, Fox’s Dawn of the Planet of the Apes carried itself over the $200M mark; it’s another $500M+ worldwide player now.

Meanwhile, tracking was off across the board for the newcomers this weekend. Fox’s R-rated comedy Let’s Be Cops will end up around $17.7M for the three-day ($26M for the five-day) after starting out strong, dipping and then coming back on Saturday. Audiences didn’t find this picture as funny as the studio thought they would. Bummer. But Let’s Be Cops opened the best of all the newcomers.

The other newbie, TWC’s The Giver (with a modest budget of around $27M) will end the weekend with $12.7M. With a B+ CinemaScore, the multiple is traditionally around a 3.2. The young twosome in the picture were just not as recognizeable to carry this YA novel to the big screen despite the older generation’s love for Meryl Streep and Jeff Bridges.

Meanwhile, IFC’s Boyhood which stepped over two pictures on Friday to get a taste of the Top Ten, slipped to No. 11 in its expansion, but is still playing well. Warner Bros.’ Into the Storm fell about 49% in its second weekend and will wind in with $7.7M for a cume of $31.3M. The Hundred-Foot Journey held wonderfully as pics for the adult market often do — especially when they get a solid A CinemaScore like this one did for Disney. The Helen Mirren-starring pic from director Lasse Hallstrom only dropped around 35%; its cume will be about $23.6M after this weekend. It’s a DreamWorks/Participant production.

Step Up All In fell hard in its second weekend, down 64%, although Lionsgate is projecting a smidgen higher, most estimates bring it to take in about $2.4M this weekend. Here’s the Top Ten chart:

5th UPDATE, Saturday, 11:00 PM: Paramount’sTeenage Mutant Ninja Turtles and Disney/Marvel’s Guardians of the Galaxycontinued to hold onto the No. 1 and No. 2 spots this weekend. The Turtles has been leading throughout the week and with an estimated $11.2M to $11.4M today — up about 42% — it should bring in a three-day cume of around $27.7M to $28.4M. Guardians rose about 47% from Friday to Saturday to take in about $10.2M for an expected cume of around $24.7M in its third weekend out. This weekend may be up about 4% from the same weekend in 2013, which was $113.6M when Lee Daniels’ The Butler, We’re the Millers, Elysium, Planes and Kick-Ass 2 were leading the box office.

Newcomer Let’s Be Cops is No. 3 with around $6.6M (up 18%) and should bring in around $17.3M to $17.6M for the three-day and $25.7M to $26M for the five-day for Fox. The Expendables 3 was off about 4% today to take in another $5.7M and will end the weekend with around $16.2M as this seems to be one tired franchise, opening in the fourth spot. International numbers will come in the morning for this Millennium/Lionsgate actioner which began its overseas media kick off during the Cannes International Film Festival and subsequently began running spots during the World Cup on Spanish language channels and on sports shows.

The final newbie, The Giver from The Weinstein Co. ended up off anywhere between 6% and 10% from Friday to Saturday to take in about $4.3M to $4.6M today. It should end the weekend in a range of $12.5M to $12.7M and in the No. 5 spot. That’s how it looks tonight and numbers may, of course, change in the AM. Until then …

4th UPDATE, Saturday, 7:30 AM:Some surprises this AM. Fox’sLet’s Be Cops jumped ahead of TheExpendables 3 this AM as the R-rated comedy is expected to do better than the aging acting ensemble (rated PG-13) from Millennium/Lionsgate. The buddy comedy has emerged this morning at No. 3 and should end its debut weekend with around $17M+. Expendables is sagging, still hovering around the $15.8M to $16M mark as everyone looks to overseas numbers to see how it will fare. It received an A- CinemaScore from its core audience. Also a surprise is that the indie favorite Boyhood has made it into the Top Ten (will it hold that post?) and The Hundred Foot Journey is holding incredibly well in its second weekend out (see below). Also, no surprise is that Fox’s Dawn of the Planet of the Apes crossed $200M last night and is now over $500M worldwide.

Still leading the pack at the box office this weekend is Teenage Mutant Ninja Turtles which had a better than expected Friday night with $7.95M. The Paramount franchise should sail easily past the $100M today and end up the weekend with $116M+ for the three-day after only two weeks in release. The drop for its sophomore frame will be around 58%. In second place will be, as expected, Disney/Marvel’s Guardians of the Galaxy which is still looking like a $23.75M three-day to bring its three-week cume up to $221.4M. It has now raked in over $500M worldwide.

The other newcomer, The Giver, will land in the Top Five on its first weekend out and will likely end up with $13M. This little picture has a respectable per screen average of $4,341. It took two decades to bring this required reading tale from author Lois Lowry to the big screen, courtesy of TWC and director Phillip Noyce. All of the newbies this weekend opened much lower than the tracking suggested.

Wonderful news for Disney as its last picture of the summer — The Hundred-Foot Journey — is holding extremely well in its second weekend out. Starring Helen Mirren, the culture clash cuisine competition is playing well with both adults and a younger audience with its A CinemaScore. This has certainly found its audience. We are expecting a decent multiple from this one; its cume after this weekend should be between $23M+ and $24M. In its second weekend, Into the Storm, the disaster pic from Warner Bros. will take a 58% hit to log a three-day grab of $7M+.

NOTEWORTHY:Boyhood, which has been steadily expanding and now in its sixth weekend of release, has stepped into the Top Ten and it looks like it may hold in that position, too. Depends on how close it will be to Hercules but it jumped over Get On Up and Hercules last night. I know there’s a joke here somewhere (Boyhood Gets On Up Over Hercules, but that’s not it).

The revised chart follows with estimates for Saturday, including percentages:

2nd, 3rd UPDATES, Friday, 9:55 and 11:33 PM: In a soft weekend for all newcomers, Teenage Mutant Ninja Turtles and Guardians of the Galaxywill easily land the No. 1 and No. 2 box office spots with the Turtles off 60% in its second weekend out as they both continue to play to kids out of school. Turtles will take in around $26M while the Guardians will end up with around $23M for the three-day as it stand now but observers think that the gap between them might close as we head into Saturday. Guardians, of course, has the advantage of holding onto those IMAX screens.

Millennium/Lionsgates’ TheExpendables 3is opening lower than any previous of its installments on a Friday night with an expected take of only $6M (or a tad less) — that’s a 40% decline from Expendables 2′s Friday opening and about a 54% decline from the first Expendables Friday. This third installment, which went all PG-13 on its fans, is likely to only bring in $16M+ for the three-day weekend; let’s hope it gets a shot in the arm from its international rollout as this is one tired franchise in the U.S. The word tanking comes to mind. Not sure how much of its total gross is impacted by the 5M or so illegal downloads but it might really affect the international gross. The good news, if there is any, is that it received an overall A- from its core audience.

Let’s Be Cops is stalling out as well and will teeter around $14.8M to $15M for the weekend after what looks like a $5.3M Friday. The R-rated comedy was screened heavily by Fox and seemed to play well so the studio opened it on a Wednesday. It got a B CinemaScore and was not well-received by the critics so a tough pill to swallow. Maybe most Americans think like I do — there’s nothing funny about impersonating police officers.

That brings us to The Giver from The Weinstein Co., also lower than expected for a $4.5M to $4.9M Friday and a total box office take estimated to be $12.3M for the weekend. This YA adaptation, which stars newcomer Brenton Thwaites (Oculus, Maleficent) just doesn’t seem to have enough star power to entice the younger audience the way that Divergent‘s Shailene Woodley and Ansel Elgort did for The Fault in Our Stars, nor did it have the advantage of having a book driven by an author (John Green) who has his own YouTube channel which has 2.2 million subscribers. It seemed as though an August release for this one would have worked. Such is life. It received a B+ CinemaScore tonight.

What is really noteworthy is the Helen Mirren The Hundred-Foot Journey which is holding extraordinarily well for Disney, which only added a handful of theaters (20). The picture, which got an A CinemaScore last weekend, is only expected to have a 26% decline as positive word-of-mouth has taken hold. It doesn’t hurt that it’s advertisements tout Oprah Winfrey and Steve Spielberg as producers, either. In its second weekend, Warner Bros.’ disaster pic Into the Storm looks like it will fall 61% but it held its theaters thanks to an early agreement with the PLF theaters.

Here’s the chart with the evening numbers so far. Will adjust numbers as late night grosses roll in:

NOTEWORTHY:Dawn Of The Planet Of The Apes(FOX) should end its weekend at $201.9M; Richard Linklater’s Boyhood (IFC) added another 265 theaters bringing the total to 771 locales and should end the weekend with a total cume of $13M+ (per screen of $2,198); Woody Allen’s Magic in the Moonlight up 794 to bring its theater total to 964 may end up at around $4.5M for its total cume after this weekend ($1,726 per).

1st UPDATE, Friday 2:28 PM: Matinee grosses are rolling in — it’s early yet — but it appears that the aging action stars looking for more glory days may get walloped by turtles and a sardonic raccoon. Teenage Mutant Ninja Turtles and Guardians Of The Galaxy may hold onto the No. 1 and No. 2 box office spots this weekend as the newcomers are in a bit of strife. The Expendables 3 will be lucky to get to $20M after it looks to be running about 40% behind the last installment. That means, maybe $18M for the three-day. Figure in that the picture is looking at a loss from 5M or so in illegal downloads and that its appearing to be a tired franchise and you get the bigger picture.

If you compare the last two pictures, the first Expendables opened to $13M and had a three-day gross of $35M while Expendables 2 opened to $10M for a $28M opening weekend. Right now, Expendables is running an estimated $6.5M for tonight after lackluster Thursday late night opening of only $875K. Gosh, with these kind of numbers on the softer PG-13 film from Millennium Entertainment/Lionsgate, will we see an Expendables 4?

Let’s Be Cops has been waning since its front-loaded start of $5.2M Wednesday opening. As I previously reported it’s been dogged by critics (Rotten Tomatoes has it at about 9%) and by that B CinemaScore which doesn’t bode well for word of mouth. Maybe $4.5M today for a three-day gross of around $12M to $13M at the moment; that would give it a five-day of mmmaybe $20M.

The other newcomer, The Giver, unfortunately, is not taking at the turnstiles as much as thought for distributor TWC. It’s about 25% behind comparison title The Host which opened to $5M on Friday and grossed $10.6M for the weekend. This one should have better word of mouth as the critics have been decidedly mixed. So, will see how this one plays out for director Phillip Noyce. Will it be another YA adapted bummer? Or a just okay summer?

PREVIOUSLY Friday, 8:34 AM: The Expendables3 Late Nights Thursdays began at 7 PM last night to gross $875k from over 2,200 locales. In comparison, Lionsgate noted that the first installment did $870k and Expendables 2 grossed $685k (both of those were Midnight shows only). The previous installment two years ago had an opening weekend of $28.5M and went onto gross about $85M. Fox’s R-rated buddy comedy Let’s Be Cops opened in late nights on Tuesday at 10 PM to gross $1.2M.

Also, The Giver — the YA novel adaptation from director Phillip Noyce — opened last night an hour later than Expendables 3 and in more runs — 3,003 to be exact — to end up with 750K. The late night numbers for Expendables 3 are not strong. It rolls out in 3,221 theaters today. Tracking numbers yesterday had the Millennium Entertainment pic marked for the No. 2 opening slot with an expected gross of around $22M to $23M. We’ll see what it does today in matinees as it’s going to have to fight to get to $20M now. It is what it is. Given its lackluster performance last night, not sure where it will fall in the box office line-up but will keep you all posted.

The problem, of course, for Expendables 3 is that it has an older (aging) cast and has been illegally downloaded around 5M times due to the piracy so may end up losing about 12% to 15% of its worldwide gross (that’s what was figured with Wolverine when it was leaked and downloaded 4.5 million times in 2009). It’s a tough spot for Lionsgate/Millennium because the bulk of those downloads were happening in overseas markets and the last installment garnered the bulk of its worldwide gross (72%) from international markets.

Last night Teenage Mutant Ninja Turtles earned $4.3M in 3,845 locales; its gross is currently $89.2M and it’s on track to take the top spot at this weekend’s box office. Last night, Guardians Of The Galaxy pulled in $4.2M in 4,088 spots as it heads to $200M tonight.

In terms of social media, the Turtles are reigning supreme still and its YouTube views are three times the views per day over Expendables 3 and Let’s Be Cops (which took in $3.2M last night). It’s worth noting that Let’s Be Cops hashtag campaign popped yesterday with the help of Nina Dobrev’s 4.8M Twitter and 4.4M Facebook fans.

Of all the cast members, it appears that Jet Li is the most social of all the TheExpendables 3 cast with 20M Facebook likes; Arnold Schwarzenegger has 90K likes from the premiere photo on his 10M Facebook and 3M Twitter followers. He is followed by Jason Statham with 2.5M Facebook and a very impressive 2M likes from the London premiere photos last week. According to RelishMix which tracks social engagement of the big Three — Facebook, YouTube and Twitter — TheExpendables 3 trailer has clocked over 8.3M views with trailers from installments 1 and 2 continuing to deliver impressions.